Edgemode, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS Edgemode, Inc. Consolidated Balance Sheets (Unaudited) June 30, 2026 December 31, 2025 ASSETS Current assets: Cash $ 16,710 $ 248,367 Prepaid expenses and other current assets 18,974 18,791 Total current assets 35,684 267,158 Intangible assets – cryptocurrencies 51 51 Unsecured advances – 513,827 Deferred offering costs 488,049 495,000 Right of use asset 85,454 – Construction in progress 939,327 – Total assets $ 1,548,565 $ 1,276,036 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable and accrued expenses $ 1,425,095 $ 1,175,090 Accrued payroll 1,327,489 455,989 Convertible notes payable, net of discounts 1,768,174 915,137 Notes payable 35,000 35,000 Notes payable – related parties 1,774,445 1,774,445 Deferred revenue 303,613 75,951 Derivative liabilities 3,824,915 15,424,561 Right of use liability - current 90,693 – – Total current liabilities 10,549,424 19,856,173 Customer deposit – 227,662 Total liabilities 10,549,424 20,083,835 Commitments and contingencies – – Stockholders’ Deficit: Preferred shares, $ 0.001 par value, 5,000,000 shares authorized; – – Series D Preferred Shares, 2 shares authorized; Par value $ 0.001 ; 2 shares issued and outstanding, June 30, 2026 and December 31, 2025, respectively 1 1 Common shares, 7,000,000,000 shares authorized; Par value $ 0.001 ; 4,279,853,240 and 2,998,158,602 shares issued and outstanding, June 30, 2026 and December 31, 2025, respectively 4,279,853 2,998,159 Additional paid-in capital 60,792,745 43,308,300 Accumulated deficit ( 73,891,336 ) ( 65,114,259 ) Stockholders’ deficit attributable to Edgemode, Inc. ( 8,818,737 ) ( 18,807,799 ) Non controlling interest ( 182,122 ) – Total stockholders’ deficit ( 9,000,859 ) ( 18,807,799 ) Total liabilities and stockholders’ deficit $ 1,548,565 $ 1,276,036 See accompanying notes to the unaudited consolidated financial statements. 3 Edgemode, Inc. Consolidated Statements of Operations (unaudited) For the three months ended For the six months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Operating expenses: General and administrative expenses $ 1,322,122 $ 3,262,408 $ 2,615,518 $ 25,377,515 Acquisition costs – – 12,949,436 – Loss on cryptocurrencies – – – 34 Total operating expenses 1,322,122 3,262,408 15,564,954 25,377,549 Loss from operations ( 1,322,122 ) ( 3,262,408 ) ( 15,564,954 ) ( 25,377,549 ) Other income (expense): Interest expense ( 1,277,679 ) ( 20,377 ) ( 2,479,112 ) ( 31,564 ) Change in fair value of derivatives ( 705,807 ) ( 396,443 ) 9,018,915 857,804 Loss on settlement – ( 148,053 ) – ( 148,053 ) Other income 472 – 948 – Total other income (expense), net ( 1,983,014 ) ( 564,873 ) 6,540,751 678,187 Loss before provision for income taxes ( 3,305,136 ) ( 3,827,281 ) ( 9,024,203 ) ( 24,699,362 ) Provision for income taxes – – – – Net loss ( 3,305,136 ) ( 3,827,281 ) ( 9,024,203 ) ( 24,699,362 ) Net loss attributable to non-controlling interest 177,964 – 247,126 – Net loss attributable to Edgemode, Inc. $ ( 3,127,172 ) $ ( 3,827,281 ) $ ( 8,777,077 ) $ ( 24,699,362 ) Loss per common share - basic $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.02 ) Loss per common share - diluted $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.02 ) Weighted average shares outstanding – basic 3,757,514,468 2,119,785,143 3,436,805,507 1,260,012,814 Weighted average shares outstanding - diluted 3,974,314,468 2,119,785,143 3,653,605,507 1,260,012,814 See accompanying notes to the unaudited consolidated financial statements. 4 Edgemode, Inc. Consolidated Statements of Stockholders’ Deficit For the six months ended June 30, 2026 and 2025 (Unaudited) Total Series D Preferred Preferred Stock Common Additional Stock Stockholders' Paid-in Accumulated Non- Controlling Total Stockholders Equity/ Shares Amount Shares Amount Capital Deficit Interest (deficit) Balance December 31, 2025 2 $ 1 2,998,158,602 $ 2,998,159 $ 43,308,300 $ ( 65,114,259 ) $ – $ ( 18,807,799 ) Shares issued for cash, net of offering costs – – 60,397,351 60,397 715,480 – – 775,877 Shares issued for note inducement – – 1,050,000 1,050 22,395 – – 23,445 Shares issued for conversion of notes payable – – 5,991,210 5,991 34,009 – – 40,000 Shares issued for compensation – – 16,500,000 16,500 253,000 – – 269,500 Shares issued for exchange of options – – 400,000,000 400,000 ( 400,000 ) – – – Shares issued for cashless exercise of warrants – – 63,912,296 63,912 ( 63,912 ) – – – Relief of derivative liability upon conversion of convertible notes payable – – – – 58,215 – – 58,215 Relief of warrant derivative liability upon exercise of warrants – – – – 2,565,487 – – 2,565,487 Common stock options issued for Joint Venture- acquisition costs – – – – 12,949,436 – – 12,949,436 Net loss – – – – – ( 5,649,905 ) ( 69,162 ) ( 5,719,067 ) Balance March 31, 2026 2 1 3,546,009,459 3,546,009 59,442,410 ( 70,764,164 ) ( 69,162 ) ( 7,844,906 ) Shares issued for cash, net of offering costs – – 15,384,615 15,385 53,922 – – 69,307 Shares issued for true-up obligation – – 133,479,310 133,479 26,696 – – 160,175 Shares issued for conversion of notes payable – – 574,979,856 574,980 9,095 – – 584,075 Shares issued for compensation – – 10,000,000 10,000 27,000 – – 37,000 Relief of derivative liability upon conversion of convertible notes payable – – – – 1,187,834 – – 1,187,834 Imputed interest contributed to capital – – – – 45,788 – – 45,788 Contributions to joint venture by non-controlling interest member – – – – – – 65,004 65,004 Net loss – – – – – ( 3,127,172 ) ( 177,964 ) ( 3,305,136 Balance June 30, 2026 2 $ 1 4,279,853,240 $ 4,279,853 $ 60,792,745 ( 73,891,336 ) ( 182,122 ) $ ( 9,000,859 ) Balance December 31, 2024 – $ – 390,687,459 $ 390,687 $ 35,371,266 $ ( 40,484,968 ) $ – $ ( 4,723,015 ) Stock-based compensation – – – – 21,679,711 – – 21,679,711 Net Loss – – – – – ( 20,872,081 ) – ( 20,872,081 ) Balance March 31,2025 – – 390,687,459 390,687 57,050,977 ( 61,357,059 ) – ( 3,915,385 ) Shares issued for cash – – 38,510,911 38,511 261,489 – – 300,000 Shares issued for settlement of accrued salary – – 513,320,326 513,320 1,026,641 – – 1,539,961 Shares issued for asset acquisition – – 1,260,246,354 1,260,246 1,890,370 – – 3,150,616 Share issued for conversion of notes payable and settlement of derivative – – 92,119,909 92,120 548,338 – – 640,508 Share issued for compensation – – 7,500,000 7,500 18,750 – – 26,250 Stock options issued for settlement of accrued salary – – – – 100,000 – – 100,000 Stock-based Compensation – – – – 2,567,176 – – 2,567,176 Net Loss – – – – – ( 3,827,281 ) – ( 3,827,281 ) Balance June 30, 2025 – $ – 2,302,384,959 $ 2,302,384 $ 63,463,791 $ ( 65,184,330 ) $ – $ 581,845 See accompanying notes to the unaudited consolidated financial statements. 5 Edgemode, Inc. Consolidated Statements of Cash Flows (unaudited) For the Six months ended June 30, 2026 June 30, 2025 Operating Activities: Net loss $ ( 9,024,203 ) $ ( 24,699,362 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount 752,794 – Day one interest charge on derivative liabilities 1,157,022 – Interest charge added to principal for default on notes payable 284,465 – Interest charge for true-up shares issued 160,175 – Stock-based compensation 13,255,936 24,273,137 Change in fair value of cryptocurrencies – 34 Change in fair value of derivative liabilities ( 9,018,915 ) ( 857,804 ) Right of use asset amortization 34,507 – Depreciation expense – 101,758 Lost on settlement of notes payable – 148,053 Imputed interest contributed to capital 45,788 – Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 183 ) 78,465 Accounts payable and accrued expenses 299,742 176,757 Accrued payroll 871,500 431,861 Customer deposit – 303,614 Net cash used in operating activities ( 1,181,372 ) ( 43,487 ) Investing Activities: Advance of unsecured funds in connection with proposed business acquisition – ( 183,000 ) Cash used for development of leased properties ( 425,500 ) ( 47,915 ) Net cash used in investing activities ( 425,500 ) ( 230,915 ) Financing Activities: Proceeds from sale of common shares 852,135 – Proceeds from sale of common shares not yet issued – 300,000 Proceeds from convertible notes payable 700,500 – Payments on convertible notes payable ( 177,420 ) – Repayment of related party advances – ( 9,900 ) Net cash provided by financing activities 1,375,215 290,100 Net change in cash ( 231,657 ) 15,698 Cash - beginning of period 248,367 103 Cash - end of period $ 16,710 $ 15,801 Supplemental Disclosures: Interest paid $ – $ – Income taxes paid $ – $ – Supplemental Disclosures of Noncash Investing and Financing Information: Conversion of notes payable and derivative liabilities $ 1,870,124 $ 640,508 Relief of warrant derivative liability upon exercise of warrants $ 2,565,487 $ – Shares issued for inducement into convertible notes $ 23,445 $ – Derivative liability upon note issuance $ 73,782 $ – Amortization of deferred offering costs $ 6,951 $ – Shares issued for cashless exercise of stock warrants $ 63,912 $ – Common shares issued for conversion of common stock options $ 400,000 $ – Establishment of right of use asset $ 119,961 $ – Payment of expense by non-controlling interest owner $ 65,004 $ – Shares issued for asset acquisition $ – $ 3,150,616 Note Payable assumed for asset acquisition $ – $ 1,750,000 Shares issued for settlement of accrued salary $ – $ 1,539,961 Modification of stock options for settlement of accrued salary $ – $ 100,000 See accompanying notes to the unaudited consolidated financial statements. 6 Edgemode, Inc. Notes to the Consolidated Financial Statements (Unaudited) NOTE 1 – Company Overview Edgemode, Inc. (“we,” “our,” the “Company”) was incorporated in Nevada on January 21, 2011. Since its incorporation, the Company has attempted to become involved in a number of prior business ventures, all of which were unsuccessful and which it has abandoned. Our subsidiary, Edgemode Wyoming, was incorporated in the State of Wyoming in March 2020. Between 2021 and 2023, we attempted to become a key figure in Bitcoin mining but lacked the necessary funding to finance the purchase of Bitcoin mining hardware and hosting contracts. As a result, since late 2023 and throughout 2024, our business activities primarily consisted of identifying and evaluating suitable acquisition transaction candidates, which led to a transition from cryptocurrency mining to digital infrastructure colocation services and high-performance computing (“HPC”) hosting. Effective April 7, 2025, Edgemode, Synthesis Analytics Production Ltd. (“SAPL”) and Adler Capital Limited (“ACL”) closed on the Share Exchange dated April 7, 2025 (the “Share Exchange”). In accordance with the Share Exchange, SAPL agreed to transfer 100% of SAPL’s outstanding capital stock to Edgemode in exchange for 1,260,246,354 shares of Edgemode common stock, par value $0.001 per share, which represented approximately 55% of the Company’s outstanding common stock at the Effective Time. The Company accounted for the acquisition as an asset acquisition under ASC 805 as SAPL did not meet the definition of a business as it did not contain a full set of integrated inputs and outputs at the time of closing. Following the closing of the Share Exchange, Edgemode, through SAPL, its wholly owned subsidiary, intended to design, build, and operate digital infrastructure HPC with the goal of becoming a leading provider of digital colocation services. Pursuant to a letter dated December 8, 2025, and a complaint filed by the Company in the United States District Court for the Southern District of Florida, the Company intends to seek rescission of the Share Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange. The Company has sent notice to Dr. Adler for the termination of the option to purchase common stock issued to Dr. Adler under the Employment Agreement and the termination of such agreement for “cause” as defined under the agreement. Among other material breaches, without limitation, the Company has discovered that the real property and material assets of SAPL were encumbered at the time of the closing of the Share Exchange and remain encumbered and subject to liens. On October 15, 2025, the Company and Blackberry AIF (“BAIF”) entered into a memorandum of understanding (the “MOU”) for the purposes of organizing DC Estate Solutions Cayman Limited, a Cayman Island entity (“DC Estate Solutions” or the “Joint Venture Company”) which was organized by the Company on October 23, 2025. On November 6, 2025, DC Estate Solutions and BAIF entered into a share purchase agreement (the “SPV SPA”). DC Estate Solutions was initially owned and controlled 75% by the Company and 25% by BAIF. The principal of BAIF is Jose Mora. DC Estate Solutions has acquired five property leases, which were previously assigned to and held by BAIF, consisting of 100 hectares of land each located in the Spain cities of Malpica, Caceres, Vianos, Cordoba and Torrecampo (the “Spain Leases”). The Spain Leases are held by wholly owned subsidiaries of DC Estate Solutions. The Spain Leases are for an average term of 35 years at an initial total average cost of $96,000 per month for all sites. As a condition of each lease, the payments are subject to meeting certain milestones, such as obtaining favorable urban compatibility reports and connection points. Under the terms of the Spain Leases, the Company will pay approximately $ 15,000 to the owners of the Cordoba site in 2026. No further payments are expected in 2026. Subsequent to December 31, 2025, and effective January 22, 2026, the Company entered into a Joint Venture Agreement (the “JVA”) by and among the Company, BAIF and DC Estate Solutions, which (i) amends and restates the MOU and (ii) supplements the SPV SPA. Pursuant to the SPV SPA, DC Estate Solutions acquired the equity interests of five special purpose vehicles (the “SPVs”): (i) DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres SL 300 MW, (iii) DC Estate Vianos SL 300 MW, (iv) DC Estate Malpica SL 300 MW and (v) DC Estate Torrecampo SL 300 MW. As a result of the acquisition of the SPVs, DC Estate Solutions also acquired the Spain Leases. 7 Pursuant to the JVA, DC Estate Solutions shall be owned 50.1 % by the Company and 49.9 % by BAIF. The purpose of the JVA is to manage and coordinate the development of HPC data center (the “Data Centers”) sites on the properties governed by the Spain Leases. Substantially, all material decisions of the JVA and Joint Venture Company shall require the unanimous consent of the Company and BAIF. Under the JVA, the Company agreed to fund DC Estate Solutions with $3,500,000 USD as follows: (i) $250,000 USD, which was previously paid upon the execution of the MOU, (ii) $250,000 USD, which was previously paid upon execution of the SPV SPA, (iii) $375,000 USD paid on the effectiveness of a notarial public deed in Spain in connection with the transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable in monthly installments of $125,000 USD commencing on March 1, 2026. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed to grant to BAIF, or its assignee, a non-qualified option to purchase up to 250,000,000 shares of the Company’s common stock (the “First Mora Option”) at an exercise price of $0.02 per share. The First Mora Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the First Mora Option or (ii) the termination of the JVA. Further, effective January 27, 2026, the Company, BAIF and DC Estate Solutions entered into an addendum to the JVA (the “Addendum”) to account for the development of additional data centers in (i) Villasequilla, Spain 600 MW, (ii) Tomelloso, Spain 450 MW and (iii) Tocumen, Panama 1000 MW. The Villasequilla and Tomelloso data centers shall each be owned by Spanish special purpose vehicles, DC Villasequilla SL and DC Tomelloso SL, respectively, and shall subsequently be assigned to DC Estate Solutions. The Tocumen data center shall be owned by a Panamanian special purpose vehicle, DC Tocumen SA, which shall subsequently be assigned to DC Estate Solutions. The Company, in addition to the already agreed upon $125,000 USD monthly payments, agreed to fund the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly installments of $100,000 USD to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby increasing the minimum BAIF Funding amount to a total of $11,150,000 USD. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed to grant to BAIF, or its assignee, the Second Mora Option to acquire 150,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The Second Mora Option is fully vested and exercisable as of the grant date and terminates on the earlier of (i) five years following the date of the Second Mora Option or (ii) the termination of the JVA. On March 23, 2026, the Company, BAIF and DC Estate Solutions entered into a second addendum (the “Second Addendum”) to the JVA. Pursuant to the Second Addendum, the parties agreed to: (1) increase the capacity of the Spain-based data centers to 4,350 MW and (2) exchange the stock options to purchase an aggregate of 400,000,000 shares of common stock of the Company issued to BAIF or its assignees issued under the JVA for 400,000,000 shares of the Company’s restricted common stock to BAIF or its assignees with such shares being fully paid and non-assessable on the date of execution of the Second Addendum. NOTE 2 – Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2025, as reported in the Form 10-K for the fiscal year ended December 31, 2025 of the Company, have been omitted. Principals of consolidation The accompanying consolidated financial statements include the accounts of Edgemode, Inc., the accounts of its 100% owned subsidiaries, EdgeMode Wyoming, Edgemode Mine Co UK Limited, and Synthesis Analytics Production Ltd. All intercompany transactions and balances have been eliminated in consolidation. 8 Variable Interest Entities The Company evaluates its ownership interests and other arrangements involving legal entities to determine whether the entities are subject to consolidation under the variable interest entity (“VIE”) model in accordance with ASC 810, Consolidation . A legal entity is determined to be a VIE when, by design, either: · The entity lacks sufficient equity to finance its activities without additional subordinated financial support; · The equity holders, as a group, lack the characteristics of a controlling financial interest; or · The voting rights of the equity holders are not proportionate to their economic interests and substantially all activities are conducted on behalf of an investor with disproportionately few voting rights. The Company consolidates a VIE when it is determined to be the primary beneficiary of the entity. The Company is considered the primary beneficiary when it has: 1. The power to direct the activities that most significantly impact the VIE’s economic performance; and 2. The obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. 3. In determining whether the Company is the primary beneficiary, management evaluates qualitative and quantitative factors, including governance rights, decision-making authority, contractual arrangements, capital structure, sharing of economic risks and rewards, and related-party relationships. The Company continuously reassesses whether it is the primary beneficiary of a VIE as facts and circumstances change. Assets and liabilities of consolidated VIEs are presented separately on the consolidated balance sheets where material. The interests of third parties in consolidated VIEs are presented as noncontrolling interests. Intercompany balances and transactions are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term. Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. The following table presents the effect of potential dilutive issuances for the three and six months ended June 30, 2026 and 2025: Schedule of potential dilutive issuances Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Net income (loss) attributable to common stockholders $ ( 3,040,391 ) $ ( 3,927,281 ) $ ( 8,690,296 ) $ ( 24,699,362 ) Derivative gain associated with warrants ( 1,151,120 ) – ( 9,094,691 ) – Net income (loss) for dilutive calculation $ ( 4,191,511 ) $ ( 3,927,281 ) $ ( 17,784,987 ) $ ( 24,699,362 ) Weighted average shares outstanding 3,757,514,468 2,119,785,143 3,436,805,507 1,260,012,814 Dilutive effect of common stock warrants 216,800,000 – 216,800,000 – Total diluted shares 3,974,314,468 2,119,785,143 3,653,605,507 1,260,012,814 9 For the three and six months ended June 30, 2026, potential dilutive securities of 1,298,475,414 shares issuable upon exercise of options, and 901,421,462 shares issuable upon conversion of debt, had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. For the three and six months ended June 30, 2025, potential dilutive securities of 1,427,057,202 shares issuable upon exercise of options, 9,530,000 shares issuable upon exercise of warrants, and 105,355,270 shares issuable upon conversion of debt, had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Segment Reporting The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment. The Company will continue to evaluate for segments as it expands its operations. Fair Value Measurements Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): · Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. · Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. The following fair value hierarchy tables present information about the Company’s liabilities measured at fair value on a recurring basis: Schedule of liabilities measured at fair value Fair Value Measurements at June 30, 2026 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 3,824,915 Fair Value Measurements at December 31, 2025 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 15,424,561 The Company had no assets valued using level 1, level 2, or level 3 inputs as of June 30, 2026 or December 31, 2025. 10 Derivative Financial Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses a binomial calculator model. Changes in fair value are recorded in the consolidated statements of operations. Income Taxes Income taxes are provided for the tax effects of transactions reporting in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of receivables, inventory, property and equipment, intangible assets, and accrued expenses for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Any deferred tax items of the Company have been fully valued based on the determination of the Company that the utilization of any deferred tax assets is uncertain. The Company complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in a company’s financial statements, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. Revenue Recognition We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. This standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. The Company is currently developing certain leased properties for the future development of high-performance data centers. The Company anticipates selling the leased properties once they reach a ready to build status or lease the properties to customers after the high-performance data centers are built. The Company has no t yet generated any revenue as of June 30, 2026. Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. 11 Advertising The Company expenses advertising costs as they are incurred. The Company had no advertising costs for the six months ended June 30, 2026 and 2025. Deferred Offering Costs The Company had capitalized qualified direct costs related to its efforts to raise capital through a sale of its common stock in a private offering related to the issuance of 25,000,000 shares of common stock with a value of $ 495,000 as of December 31, 2025, and will be amortized ratably upon sales under the offering, and upon completion, they will be reclassified to additional paid-in capital as a reduction of the offering proceeds. If the Company terminates the offering or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. During the six months ended June 30, 2026, the Company amortized $ 6,951 of costs against the offering proceeds and has a remaining $ 488,049 of costs expected to be amortized. Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03 , Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU 2025-01 , Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures. NOTE 3 – Going Concern These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2026, the Company had not yet achieved profitable operations and expects to incur further losses as it has suspended its operations until such time, if any, that the Company receives adequate funding, all of which raise substantial doubt about the Company’s ability to continue as a going concern. See “Note 11 Subsequent Events.” The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern. NOTE 4 – Related Party Transactions On February 10, 2026, the board of directors of the Company (the “Board”) approved grants to each of Charles Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, of options to purchase up to 350,000,000 shares of the Company’s common stock at an exercise price $ 0.006 exercisable for a term of five years (the “Stock Options”) . 50% of the shares underlying each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the Company, or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, and the remaining 50 % shall become vested and exercisable upon the closing of an AI data center site sale agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as determined by the Company’s board of directors. As of June 30, 2026 and December 31, 2025, the Company owed the executive officers of the Company $ 1,032,210 and $ 455,989 in accrued payroll for services performed. As of June 30, 2026 and December 31, 2025, the Company owed the executive officers $ 24,445 , respectively, for working capital advances. The advances are non-interest bearing and are due on demand. 12 Effective April 7, 2025, Edgemode, assumed a $ 1,750,000 promissory note issued by Marviken TWO AB dated December 4, 2024, in connection with the Share Exchange. The loan will bear interest at a rate of 5 % and has a maturity date of December 3, 2027 . As a result of the transaction whereby Dr. Adler became a related party, the loan is included in the balance of the Notes payable – related parties on the accompanying balance sheet. In addition, the Company has imputed interest expense on the note for the difference between market rates and stated rates which was recorded as a contribution to capital of $ 45,788 for the six months ended June 30, 2026. The Company has since filed a lawsuit seeking rescission of the Share Exchange and, if successful in rescinding, the Company’s obligation under this promissory note may be terminated or otherwise affected. See Note 10 “ Commitments and Contingencies .” NOTE 5 – Joint Venture Investment On October 15, 2025, the Company and BAIF entered into the MOU for the purposes of organizing DC Estate Solutions Cayman Limited, a Cayman Island entity. Upon execution of the MOU, the Company paid BAIF $ 250,000 and the Company paid BAIF an additional $ 250,000 on the closing of the SPV SPA. In addition, the Company has paid an additional $ 13,827 on behalf of BAIF for various expenses incurred as part of the transaction. The advances are unsecured and bear no interest. Effective January 22, 2026, the Company entered into the JVA by and among the Company, BAIF and DC Estate Solutions, which (i) amends and restates the MOU and (ii) supplements the SPV SPA. Pursuant to the SPV SPA, DC Estate Solutions acquired the equity interests of the five SPVs: (i) DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres SL 300 MW, (iii) DC Estate Vianos SL 300 MW, (iv) DC Estate Malpica SL 300 MW and (v) DC Estate Torrecampo SL 300 MW. As a result of the acquisition of the SPVs, DC Estate Solutions also acquired the Spain Leases. Pursuant to the JVA, DC Estate Solutions shall be owned 50.1% by the Company and 49.9% by BAIF. The purpose of the JVA is to manage and coordinate the development of the Data Center sites on the properties governed by the Spain Leases. Substantially, all material decisions of the JVA and Joint Venture Company shall require the unanimous consent of the Company and BAIF. Under the JVA, the Company agreed to fund DC Estate Solutions with $3,500,000 USD as follows: (i) $250,000 USD, which was previously paid upon the execution of the MOU, (ii) $250,000 USD, which was previously paid upon execution of the SPV SPA, (iii) $375,000 USD paid on the effectiveness of a notarial public deed in Spain in connection with the transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable in monthly installments of $125,000 USD commencing on March 1, 2026. The funds shall be distributed by DC Estate Solutions to BAIF. If the Company fails to make such payments, BAIF may foreclose on the pro rata amount of equity interests in the SPVs. In the event of any sale or lease of a Data Center, profits of DC Estate Solutions shall be shared equally by and between the Company and BAIF. In the event DC Estate Solutions develops the Data Centers and sells such Data Centers, BAIF will be entitled to a bonus as defined under the JVA. The Company also agreed to grant to BAIF, or its assignee, the First Mora Option to purchase up to 250,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The First Mora Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the First Mora Option or (ii) the termination of the JVA. Further, effective January 27, 2026, the Company, BAIF and DC Estate Solutions entered into the Addendum to the JVA to account for the development of additional data centers in (i) Villasequilla, Spain 600 MW, (ii) Tomelloso, Spain 450 MW and (iii) Tocumen, Panama 1000 MW. The Villasequilla and Tomelloso data centers shall each be owned by Spanish special purpose vehicles, DC Villasequilla SL and DC Tomelloso SL, respectively, and shall subsequently be assigned to DC Estate Solutions. The Tocumen data center shall be owned by a Panamanian special purpose vehicle, DC Tocumen SA, which shall subsequently be assigned to DC Estate Solutions. The Company, in addition to the already agreed upon $125,000 USD monthly payments, agreed to fund the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly installments of $100,000 USD to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby increasing the minimum BAIF Funding amount to a total of $11,150,000 USD. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed to grant to BAIF, or its assignee, the Second Mora Option to acquire 150,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The Second Mora Option is fully vested and exercisable as of the grant date and terminates on the earlier of (i) five years following the date of the Second Mora Option or (ii) the termination of the JVA. 13 On March 23, 2026, the Company, BAIF and DC Estate Solutions entered into a second addendum (the “Second Addendum”) to the JVA. Pursuant to the Second Addendum, the parties agreed to: (1) increase the capacity of the Spain-based data centers to 4,350 MW and (2) exchange the stock options to purchase an aggregate of 400,000,000 shares of common stock of the Company issued to BAIF or its assignees issued under the JVA for 400,000,000 shares of the Company’s restricted common stock to BAIF or its assignees with such shares being fully paid and non-assessable on the date of execution of the Second Addendum. The exchange resulted in a de minimis increase in fair value and as a result no additional expense was recognized. The Company consolidates DC Estates Solutions, as pursuant to the governing operating agreement, the Company has the power to direct the activities that most significantly impact DC Estates Solutions’ economic performance, as a result of its unconditional funding obligation. Accordingly, the Company determined that it controls DC Estates Solutions and consolidates the entity in its consolidated financial statements. From the date of formation through June 30, 2026, the joint venture had no reportable operations. As of June 30, 2026, the balance sheet of the joint ventures consists of: Schedule of balance sheet of joint ventures Construction in Progress $ 939,327 Right of use assets 85,454 Total Assets 1,024,781 Right of use liabilities 90,693 Total Liabilities $ 90,693 NOTE 6 – Equity Preferred shares We are authorized to issue 5,000,000 shares of preferred stock. Shares of preferred stock may be issued from time to time in one or more series as may be determined by our Board. The voting powers and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each series will be established by the Board. Our directors may issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of our common stock. In connection with the Charter Amendment (as defined below), the only outstanding preferred stock was converted into common stock. As of the date of this report, there are 2 outstanding shares of preferred stock. Series D On December 10, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series D Preferred Stock. Pursuant to the Series D Preferred Stock Certificate of Designation, the Board designated a new series of the Company’s preferred stock, the Series D Preferred Stock, par value $ 0.001 per share. The Series D Preferred Stock Certificate of Designation authorized the Company to issue two shares of Series D Preferred Stock. On December 10, 2025, the Company issued to each of the officers one share of Series D Preferred stock. Pursuant to the Series D Preferred Stock Certificate of Designation, holders of Series D Preferred Stock are entitled to vote together with the holders of common stock on all matters submitted to a vote of shareholders and each share of Series D Preferred Stock entitles the holder to voting power equal to 25.5% of the issued and outstanding shares of the Company’s common stock. The Series D Preferred Stock are not convertible, do not earn dividends, and are not redeemable. Common shares As of June 30, 2026, the Company has authorized 7,000,000,000 shares of common stock, par value of $ 0.001 , and, as of June 30, 2026, has issued 4,279,853,240 shares of common stock. All of the common shares have the same voting rights and liquidation preferences. 14 During the six months ended June 30, 2026, the Company issued 5,000,000 shares of common stock for cash proceeds of $ 150,010 with a private investor. During the six months ended June 30, 2026, the Company has issued an aggregate of 16,500,000 shares of restricted common stock for services to outside consultants with an aggregate fair value of $ 269,500 . In addition, the Company issued 10,000,000 shares of restricted common stock to a director of the Company, with a fair value of $ 37,000 . On the date of issuance, the shares are fully earned and non-forfeitable. During the six months ended June 30, 2026, the Company has issued an aggregate of 63,912,296 shares of restricted common stock for the cashless exercise of an aggregate of 84,000,000 common stock warrants held by 3 warrant holders. During the six months ended June 30, 2026, the Company has issued an aggregate of 580,971,066 shares of common stock for the conversion of $ 624,075 in principal on outstanding convertible notes. Equity Line of Credit Agreement On September 4, 2025, the Company entered into a Securities Purchase Agreement (the “ELOC Agreement”) with an accredited investor purchaser. Pursuant to the ELOC Agreement, the Company agreed to sell, and the purchaser agreed to purchase up to $50,000,000 (the “Commitment Amount”) of the Company’s common stock, par value $0.001 per share (the “Purchase Shares”). The transactions contemplated by the ELOC Agreement are subject to the Company registering the Investor’s resale of the Purchase Shares on a registration statement to be filed with the Securities and Exchange Commission (“SEC”). Concurrent with the execution of the ELOC Agreement, the Company entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement on Form S-1 (the “ELOC Registration Statement”) with the SEC covering the resale of the Purchase Shares sold under the ELOC, within 45 days of the date of execution of the ELOC Agreement and Registration Rights Agreement and to use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date. The registration rights granted under the Registration Rights Agreement are subject to certain conditions and limitations and are subject to customary indemnification and contribution provisions. In connection with entering into the ELOC Agreement, the Company agreed to immediately issue to the purchaser, 25,000,000 restricted shares of common stock as commitment shares. The commitment shares were recorded at their fair value based on the closing price on date of issuance, or $ 495,000 and are recorded as deferred offering cost and will reduce the net proceeds received once the ELOC shares are sold. During the six months ended June 30, 2026, the Company has issued 70,781,966 shares of common stock under the ELOC for cash proceeds of $ 702,125 . Stock Options On January 22, 2026, as discussed in Note 5, the Company granted to BAIF, or its assignee, the First Mora Option to purchase up to 250,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The First Mora Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the First Mora Option or (ii) the termination of the JVA. The options were valued using the Black-Scholes option pricing model and determined to have a fair value of $ 7,999,650 which were recorded as acquisition costs in the accompanying consolidated statement of operations. On January 22, 2026, as discussed in Note 5, the Company granted to BAIF, or its assignee, the Second Mora Option to acquire 150,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The Second Mora Option is fully vested and exercisable as of the grant date and terminates on the earlier of (i) five years following the date of the Second Mora Option or (ii) the termination of the JVA. The options were valued using the Black-Scholes option pricing model and determined to have a fair value of $ 4,949,786 which were recorded as acquisition costs in the accompanying consolidated statement of operations. 15 On February 10, 2026, the board of directors of the Company (the “Board”) approved grants to each of Charles Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, of options to purchase up to 350,000,000 shares of the Company’s common stock at an exercise price equal to the closing sale price of the Company’s common stock as reported by OTC Markets on the trading day immediately preceding the date of grant, exercisable for a term of five years in furtherance of their employment agreements with the Company. Each Stock Option shall be a non-qualified option. 50% of the shares underlying each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the Company, or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as determined by the Board, and the remaining 50% shall become vested and exercisable upon the closing of an AI data center site sale agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as determined by the Board. The following table summarizes the stock option activity for the six months ended June 30, 2026: Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2025 598,475,414 $ 0.019 Granted 1,100,000,000 0.005 Exercised – – Forfeited – – Cancelled/Expired ( 400,000,000 ) 0.002 Outstanding, June 30, 2026 1,298,475,414 $ 0.012 As of June 30, 2026, the Company had 598,337,941 stock options that were exercisable, 700,000,000 that are exercisable upon meeting certain performance vesting conditions and 137,473 that were in dispute. The weighted average remaining life of all outstanding stock options was 3.81 years as of June 30, 2026. The Company has $ 10,497,922 of value remaining to be expensed based upon completions of milestones. Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end. As of June 30, 2026, the intrinsic value for the options vested and outstanding was $ 0 and $ 522 , respectively. Stock Warrants The following table summarizes the stock warrant activity for the six months ended June 30, 2026: Schedule of stock warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2025 300,800,000 $ 0.01 Granted – – Exercised ( 84,000,000 ) 0.01 Forfeited – – Expired – – Outstanding, June 30, 2026 216,800,000 $ 0.011 The weighted average remaining life of all outstanding stock warrants was 0.40 years as of June 30, 2026. Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end. As of June 30, 2026, the intrinsic value for the warrants vested and outstanding was $ 0 . 16 NOTE 7 – Notes Payable and Convertible Notes Payable Notes Payable The Company has outstanding notes payables in the amount of $ 35,000 . These loans were advanced as due on demand and no communication has been received from the original lenders. Convertible notes payable On August 15, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold the accredited investor an unsecured original issue discount promissory note in the principal amount of $ 81,600 . The Company received net proceeds of $ 60,000 after original issue discount of $ 13,600 and legal fees of $ 8,000 . The Promissory Note shall incur a one-time interest charge of 15% equal to $ 12,240 , which is added to the principal balance, has a maturity date of May 16, 2026 . The note is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days. The aggregate debt discount of $ 33,840 is being amortized to interest expense over the respective term of the note. During the six months ended June 30, 2026, the Company repaid $ 53,840 of the note balance and the lender converted $ 40,000 into common shares. See Note 6 “ Equity .” As of June 30, 2026, the note has been settled in full. On September 2, 2025, the Company entered into a securities purchase agreement with ClearThink Capital Partners, LLC (“ClearThink”), pursuant to which the Company sold ClearThink the “First Promissory Note” in the principal amount of $ 172,500 for which the Company received net proceeds of $ 150,000 after original issue discount of $ 22,500 . The First Promissory Note shall incur a one-time interest charge of 12% equal to $ 20,700 , which is added to the principal balance, has a maturity date of August 31, 2026 . The note is convertible into common shares of the Company after 180 days, at a rate of $0.01, but in the event the trading price is below $0.01 for 5 consecutive trading days the conversion price resets to $0.0075; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. The aggregate debt discount of $ 43,200 is being amortized to interest expense over the respective term of the note. During the six months ended June 30, 2026, the Company incurred a default penalty of $ 96,600 which was charged to interest expense and the lender converted $ 99,000 into common shares. See Note 6 “ Equity .” As of June 30, 2026, the balance on the note is $ 190,800 . On September 9, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold the accredited investor an unsecured original issue discount promissory note in the principal amount of $ 81,600 for which the Company received net proceeds of $ 60,000 after original issue discount of $ 13,600 and legal fees of $ 8,000 . The note is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days. The aggregate debt discount of $ 21,600 is being amortized to interest expense over the respective term of the note. During the six months ended June 30, 2026, the Company repaid $ 123,580 to settle the balance of the note in full which included an interest charge of $ 29,740 . As of June 30, 2026, the balance of the note has been settled in full. On September 15, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an accredited investor an unsecured original issue discount promissory note in the principal amount of $ 287,500 for which the Company received net proceeds of $ 244,000 after original issue discount of $ 37,500 and legal fees of $ 6,000 . The promissory note shall incur a one-time interest charge of 10% equal to $ 28,750 , which is added to the principal balance, and has a maturity date of September 15, 2026 . In connection with the agreement, the Company issued to the accredited investor 8,500,000 shares of common stock as inducement shares with relative fair value of $ 174,517 which was recorded as a discount on the note. The note is convertible into common shares of the Company, at the lower of $0.01 or 65% of the lowest price for the preceding 10 trading days. As a result of the variable conversion rate, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 8. Derivative Liabilities .” The aggregate debt discount of $ 316,250 is being amortized to interest expense over the respective term of the note. During the six months ended June 30, 2026, the lender converted $ 178,125 into common shares. See Note 6 “ Equity .” As of June 30, 2026, the balance on the note is $ 138,125 . 17 On September 18, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an unsecured original issue discount promissory note in the principal amount of $ 115,000 for which the Company received net proceeds of $ 94,000 after original issue discount of $ 15,000 and legal fees of $ 6,000 . The promissory note shall incur a one-time interest charge of 10% equal to $ 9,200 , which is added to the principal balance, and has a maturity date of September 18, 2026 . In connection with the agreement, the Company issued to the accredited investor 3,400,000 shares of common stock as commitment shares. The proceeds from the sale of the unsecured original issue discount promissory note shall be used for working capital. The Company paid $6,000 to the accredited investor and its counsel for legal fees. The note is convertible into common shares of the Company, at a rate of $0.01 and if after 180 days, the trading price is below $0.01 for 5 consecutive trading days the conversion price resets to $0.0075; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. As a result of the variable conversion rate on the other outstanding notes, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 8. Derivative Liabilities .” The aggregate debt discount of $ 121,000 is being amortized to interest expense over the respective term of the note. During the six months ended June 30, 2026, the lender converted $ 93,950 into common shares. See Note 6 “ Equity .” As of June 30, 2026, the balance on the note is $ 30,250 . On September 23, 2025, the Company entered into a security purchase agreement with an accredited investor, pursuant to which the Company sold an unsecured original issue discount promissory note in the principal amount of $ 143,750 for which the Company received net proceeds of $ 119,000 after original issue discount of $ 18,750 and legal fees of $ 6,000 . The promissory note shall incur a one-time interest charge of 10% equal to $ 14,375 , which is added to the principal balance, and has a maturity date of September 23, 2026 . In connection with the agreement, the Company issued to the accredited investor 4,250,000 shares of common stock as inducement shares with a relative fair value of $ 71,400 which was recorded as a discount on the note. The note is convertible into common shares of the Company, at the lower of $0.01 or 65% of the lowest price for the preceding 10 trading days. As a result of the variable conversion rate, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 8. Derivative Liabilities .” The aggregate debt discount of $ 158,125 is being amortized to interest expense over the respective term of the note. During the six months ended June 30, 2026, the Company incurred a default penalty of $ 79,063 which was charged to interest expense and the lender converted $ 127,500 into common shares. See Note 6 “ Equity .” As of June 30, 2026, the balance on the note is $ 109,688 . On September 23, 2025, the Company entered into a second security purchase agreement with an accredited investor, pursuant to which the Company sold an unsecured original issue discount promissory note in the principal amount of $ 143,750 for which the Company received net proceeds of $ 119,000 after original issue discount of $ 18,750 and legal fees of $ 6,000 . The promissory note shall incur a one-time interest charge of 10% equal to $ 14,375 , which is added to the principal balance, and has a maturity date of September 23, 2026 . In connection with the agreement, the Company issued to the accredited investor 4,250,000 shares of common stock as inducement shares with a relative fair value of $ 71,400 which was recorded as a discount on the note. The note is convertible into common shares of the Company, at the lower of $0.01 or 65% of the lowest price for the preceding 10 trading days. As a result of the variable conversion rate, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 8. Derivative Liabilities .” The aggregate debt discount of $ 158,125 is being amortized to interest expense over the respective term of the note. During the six months ended June 30, 2026, the Company incurred a default penalty of $ 79,063 which was charged to interest expense and the lender converted $ 71,500 into common shares. See Note 6 “ Equity .” As of June 30, 2026, the balance on the note is $ 165,688 . On October 3, 2025, the Company entered into a securities purchase agreement dated September 30, 2025 with an accredited investor, pursuant to which the Company sold an unsecured original issue discount promissory note in the principal amount of $ 287,500 . The Company received net proceeds of $ 250,000 after original discount of $ 37,500 . The promissory note shall incur a one-time interest charge of 12% equal to $ 34,500 , which is added to the principal balance and matures on August 31, 2026 . Pursuant to the securities purchase agreement, as consideration for the purchase of the unsecured original issue discount promissory note, the Company issued 17,000,000 shares of the Company’s common stock to the accredited investor with a relative fair value of $ 178,620 which was recorded as a discount on the note . The note is convertible into common shares of the Company after 180 days, at a rate of $0.01, but in the event the trading price is below $0.01 for 5 consecutive trading days the conversion price resets to $0.0075; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. The aggregate debt discount of $ 16,120 is being amortized to interest expense over the respective term of the note. On March 30, 2026, after 180 days, the note became convertible into shares of common stock. As a result, the company recorded the fair value of the derivative liability which was charged directly to interest expense. As of June 30, 2026, the balance on the note is $ 322,000 . 18 On October 8, 2025, the Company issued a convertible promissory note to an accredited investor for $ 20,000 to settle outstanding amounts owed to the investor. The note has a maturity date of October 8, 2026 and bears interest at a rate of 10 %. The note is convertible into common shares of the Company after 180 days, at a rate of 85% of the lowest closing bid price for the five trading days preceding the conversion date. On April 6, 2026, after 180 days, the note became convertible into shares of common stock. As a result, the company recorded the fair value of the derivative liability which was charged directly to interest expense. As of June 30, 2026, the balance on the note is $ 20,000 . On October 9, 2025, the Company entered into the “Second Promissory Note” with ClearThink in the principal amount of $ 115,000 . The Company received net proceeds of $ 100,000 after original discount of $ 15,000 . The Second Promissory Note shall incur a one-time interest charge of 12% equal to $ 13,800 , which is added to the principal balance and matures on August 31, 2026 . The note is convertible into common shares of the Company after 180 days, at a rate of $0.01, but in the event the trading price is below $0.01 for 5 consecutive trading days the conversion price resets to $0.0075; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. The aggregate debt discount of $ 28,800 is being amortized to interest expense over the respective term of the note. On April 9, 2026, after 180 days, the note became convertible into shares of common stock. As a result, the company recorded the fair value of the derivative liability which was charged directly to interest expense. As of June 30, 2026, the balance on the note is $ 128,800 . On November 26, 2025, we issued a convertible promissory note dated November 20, 2025 to an accredited investor in the aggregate principal amount of $ 143,750 . The Company received net proceeds of $ 125,000 after original discount of $ 18,750 . The promissory note shall incur a one-time interest charge of 12% equal to $ 18,750 , which is added to the principal balance and matures on November 20, 2026 . Pursuant to the securities purchase agreement, as consideration for the purchase of the unsecured original issue discount promissory note, the Company issued 1,250,000 shares of the Company’s common stock to the accredited investor with a relative fair value of $ 25,794 which was recorded as a discount on the note . The note is convertible at a price of $0.01 per share and, in the event that, 180 days after the date of issuance, the closing price of our common stock is less than $0.01 per share for more than five consecutive trading days, the conversion price shall reset to $0.0075. The aggregate debt discount of $ 63,294 is being amortized to interest expense over the respective term of the note. On May 19, 2026, after 180 days, the note became convertible into shares of common stock. As a result, the company recorded the fair value of the derivative liability which was charged directly to interest expense. As of June 30, 2026, the balance on the note is $ 162,500 . On January 12, 2026, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the securities purchase agreement, the Company sold the investor an original issue discount promissory note in the principal amount of $ 81,250 for which the Company received net proceeds of $ 71,000 . The promissory note carries an interest rate of 12 % per annum and has maturity date of January 12, 2027 . The promissory note is convertible into shares of the Company’s common stock 180 days after issuance at a price equal to 70% of the lowest traded price of the Company’s common stock on its principal trading market during the 20 trading days preceding the date of conversion. The aggregate debt discount of $ 10,250 is being amortized to interest expense over the respective term of the note. As of June 30, 2026, the balance on the note is $ 81,250 . On January 27, 2026, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the securities purchase agreement, the Company sold the Investor an unsecured original issue discount promissory note in the principal amount of $ 86,250 for which the Company received net proceeds of $ 72,500 . The promissory note carries a one-time interest charge of 10% of $ 8,625 which is added to the principal balance, payable on the maturity date of January 27, 2027 or upon acceleration or prepayment of the promissory note. Further, as consideration for the purchase of the promissory note, the Company also issued 1,050,000 shares of the Company’s common stock to the investor with a relative fair value of $ 23,445 which was recorded as a discount on the note . The promissory note is convertible into common stock of the Company at any time after the date of issuance at a conversion price equal to 70% of the lowest closing price of the Company’s common stock on its principal trading market during the 10 trading days preceding the date of conversion. As a result of the variable conversion rate the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 8. Derivative Liabilities .” The aggregate debt discount of $ 94,875 is being amortized to interest expense over the respective term of the note. As of June 30, 2026, the balance on the note is $ 94,875 . 19 On February 24, 2026, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the securities purchase agreement, the Company sold the investor an original issue discount promissory note in the principal amount of $ 150,000 for which the Company received net proceeds of $ 130,000 . The promissory note carries an interest rate of 6 % per annum and has maturity date of February 24, 2027 . The promissory note is convertible into shares of the Company’s common stock 180 days after issuance at a price equal to 60% of the lowest traded price of the Company’s common stock on its principal trading market during the 15 trading days preceding the date of conversion. The aggregate debt discount of $ 20,000 is being amortized to interest expense over the respective term of the note. As of June 30, 2026, the balance on the note is $ 150,000 . On March 5, 2026, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the securities purchase agreement, the Company sold the investor an original issue discount promissory note in the principal amount of $ 120,000 for which the Company received net proceeds of $ 92,000 . The promissory note carries a one-time interest charge of 15% which is added to the principal balance, payable in four payments on September 15, 2026, October 15, 2026, November 15, 2026 and December 15, 2026 or upon acceleration or prepayment of the promissory note. The note is convertible into common shares of the Company upon an event of default, at a rate of 61% of the lowest price for the preceding 20 trading days. The aggregate debt discount of $ 46,000 is being amortized to interest expense over the respective term of the note. As of June 30, 2026, the balance on the note is $ 138,000 . On May 20, 2026, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an unsecured original issue discount promissory note in the principal amount of $ 97,750 for which the Company received net proceeds of $ 85,000 after original issue discount of $ 12,750 . The promissory note shall incur a one-time interest charge of 10% equal to $ 12,750 , which is added to the principal balance, and has a maturity date of May 20, 2027 . The note is convertible into common shares of the Company, at a rate of $0.01 and if after 180 days, the trading price is below $0.01 for 5 consecutive trading days the conversion price resets to $0.0075; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. As a result of the variable conversion rate on the other outstanding notes, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount. See further discussion under “Note 8. Derivative Liabilities .” The aggregate debt discount of $ 50,227 is being amortized to interest expense over the respective term of the note. As of June 30, 2026, the balance on the note is $ 110,500 . On June 3, 2026, we issued a convertible promissory note to an accredited investor in the aggregate principal amount of $ 300,000 . The Company received net proceeds of $ 250,000 after original discount of $ 50,000 . The promissory note shall incur a one-time interest charge of 12% equal to $ 50,000 , which is added to the principal balance and matures on August 3, 2026 . After 180 days, the note is convertible at a price of $0.01 per share and, in the event that, 180 days after the date of issuance, the closing price of our common stock is less than $0.01 per share for more than five consecutive trading days, the conversion price shall reset to $0.0075. The aggregate debt discount of $ 100,000 is being amortized to interest expense over the respective term of the note. As of June 30, 2026, the balance on the note is $ 350,000 . During the six months ended June 30, 2026 and 2025, the Company recorded debt discount amortization expense of $ 752,794 and $ 0 , respectively and expects to amortize the remaining $ 424,301 of discount over the remaining maturities of the outstanding notes. NOTE 8 – Derivative Liabilities The fair values of the conversion option of outstanding convertible notes payable and common stock warrants were determined to be derivative liabilities under ASC 815 due to the default on convertible notes payable disclosed above, which resulted in a variable conversion price on the outstanding convertible note payable. The fair value of the derivative liabilities was estimated using a binomial model with the following assumptions: Schedule of assumptions for derivative liabilities As of June 30, 2026 Conversion Option Warrants Volatility 307.67% 307.67% Dividend Yield 0% 0% Risk-free rate 3.98% 3.98% Expected term 1 year 1 year Stock price $ 0.0038 $ 0.0038 Exercise price $ 0.00077-0.01 $ 0.01-0.5 Derivative liability fair value $ 3,160,849 $ 664,066 Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of June 30, 2026 901,421,462 216,800,000 20 As of December 31, 2025 Conversion Option Warrants Volatility 762.08% 762.08% Dividend Yield 0% 0% Risk-free rate 3.48% 3.48% Expected term 1 year 1 year Stock price $ 0.041 $ 0.041 Exercise price $ 0.01 $ 0.01-0.5 Derivative liability fair value $ 3,100,316 $ 12,324,245 Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of December 31, 2025 75,670,000 300,800,000 All fair value measurements related to the derivative liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820. The table below presents the change in the fair value of the derivative liability during the six months ended June 30, 2026: Schedule of fair value of derivative liability Fair value as of December 31, 2025 $ 15,424,561 Establishment of derivative liability upon issuance of notes and date they became convertible 1,230,805 Extinguishment due to conversion ( 1,246,049 ) Extinguishment due to repayment ( 68,412 ) Extinguishment due to exercise of warrants ( 2,565,487 ) Change in fair value of derivatives ( 8,950,503 ) Fair value as of June 30, 2026 $ 3,824,915 The total impact of derivative liabilities recognized in the Company’s consolidated statements of operations includes the change in fair value of derivatives and the fair value of the derivative settled upon repayment, with the Company recognizing a net loss of $ 705,807 for the three months ended June 30, 2026, and a total gain of $ 9,018,915 during the six months ended June 30, 2026. In addition, as a result of the default, all other potentially dilutive instruments must also be recorded at fair value pursuant to ASC 815. NOTE 9. Leases On May 6, 2024, the Company entered into a lease to lease its operating and office facility under a non-cancelable real property lease agreement that expired on May 31, 2026. The real property lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The components of lease expense were as follows: Schedule of lease expense For the Three Months Ended June 30, 2026 For the Six Months Ended June 30, 2026 Operating lease cost $ 24,806 $ 42,190 Total net lease cost $ 24,806 $ 42,190 21 Supplemental balance sheet information related to leases was as follows: Schedule of supplemental balance sheet information For the Six Months Ended June 30, 2026 Operating leases: Operating lease assets $ 85,454 Current portion of operating lease liabilities 90,693 Noncurrent operating lease liabilities – Total operating lease liabilities $ 90,693 Weighted average remaining lease term: Operating leases 0.93 years Weighted average discount rate: Operating leases 7.9 % Supplemental cash flow and other information related to leases was as follows: Schedule of supplemental cash flow information For the Six Months Ended June 30, 2026 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ – Financing cash flows used for finance leases $ – Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ 119,961 Total finance lease liabilities $ – The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancelable operating leases as of June 30, 2026: Schedule of maturity analysis operating leases Fiscal Year Ending Minimum Lease December 31, Commitments 2026 (6 months) $ 33,445 2027 61,841 2028 – 2029 – 2030 – Total future undiscounted lease payments 95,286 Less interest ( 4,593 ) Present value of lease payments 90,693 Less current portion 90,693 Long-term operating lease liabilities $ – 22 NOTE 10. Commitments and Contingencies Legal Contingencies On February 8, 2022, the Company was notified of a potential lawsuit related to the termination of our Advisory Panel Membership agreement with Taylor Black Wealth, Ltd. (“Taylor”). The Company engaged Taylor for assistance with capital raises and was to be partially compensated with stock options, subject to vesting. Taylor claims that the Company terminated the agreement unlawfully and therefore are still entitled to the remaining unvested options which the Company believes to be cancelled. The total number of stock options being contested is 137,473, which are still shown as issued and outstanding in Note 6 “ Equity ” above. As disclosed under Note 4, the Employment Agreement between the Company and Dr. Adler was terminated following the Company’s discovery that SAPL and ACL breached material representations and warranties under the Share Exchange. Pursuant to a letter dated December 8, 2025, the Company intends to seek rescission of the Share Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange. The Company has also sent notice to Dr. Adler for the termination of the option to purchase common stock issued to Dr. Adler under the Employment Agreement and the termination of such agreement for “cause” as defined under the agreement. Among other material breaches, without limitation, the Company has discovered that the real property and material assets of SAPL were encumbered at the time of the closing of the Share Exchange and remain encumbered and subject to liens. Florida Litigation On January 15, 2026, the Company filed a lawsuit against SAPL and ACL in the United States District Court for the Southern District of Florida. The Company is seeking rescission of the Share Exchange and temporary injunctive relief to prevent SAPL and ACL from transferring the shares of common stock received pursuant to the Share Exchange and damages related thereto. SAPL and ACL have since filed a counterclaim and may bring additional claims. At this time, the trial is scheduled for July 2027. The Company is unable to predict the outcome of the litigation or estimate the ultimate financial exposure, if any, that may result from the proceedings. An adverse judgment or settlement could have a material adverse effect on the financial condition and results of operations of the Company. Nevada Litigation On April 16, 2026, ACL filed a verified shareholder derivative action in the District Court of Clark County, Nevada against the Company’s directors, Charles Faulkner and Simon Wajcenberg, as well as the Company as a nominal defendant. The complaint alleges breaches of fiduciary duty, fraud, violations of the Nevada Securities Act, equity dilution, conversion, unjust enrichment, and civil conspiracy in connection with the Series D Preferred Stock issuance, executive compensation, and SEC filings. The relief sought includes compensatory and punitive damages, disgorgement, injunctive relief, appointment of a receiver, and a judicial declaration that the Series D Preferred Stock issuance was invalid. The Company and its directors moved to dismiss the case. On July 9, 2026, the court heard arguments and granted dismissal of the lawsuit. A formal order of dismissal was entered on August 10, 2026. 23 NOTE 11 – Subsequent Events Common Share issuances Subsequent to June 30, 2026, the Company has issued 8,392,077 shares of restricted common stock to a private investor for cash proceeds of $25,000. Subsequent to June 30, 2026, the Company has issued 503,178,900 shares of common stock for the conversion of $357,578 in principal on outstanding convertible notes. Authorized Share Increase Subsequent to June 30, 2026, and effective August 13, 2026, the Company filed a certificate of amendment to its Articles of Incorporation, as amended, increasing the Company’s authorized shares of common stock from 7,000,000,000 to 56,000,000,000. 24